DEF 14A of Viasat Inc, Jul 28, 2023

DEF 14A of Viasat Inc

Filed Jul 28, 2023 · FY20230001193125-23-197756

Open on EDGAR

  1. Director Nominees: 2

    Director Nominees: 2

  2. Director Nominees: 2

    | • | Mark Dankberg (Chairman and CEO) |

  3. Director Nominees: 2

    | • | Rajeev Suri (Independent) |

  4. Risk Oversight

    | The Board | | | | | The Board is responsible for overseeing management in the execution of its responsibilities and for assessing the company’s approach to risk management. The Board exercises these responsibilities periodically as part of its meetings and also through the Board’s committees, each of which examines various components of enterprise risk as it pertains to the committee’s area of oversight. In addition, an overall review of risk is inherent in the Board’s consideration of the company’s long-term strategies and in the transactions and other matters presented to the Board, including capital expenditures, acquisitions and divestitures, and financial matters. | | | | | | •• | | | | Committees | | | | | The Audit Committee is responsible for reviewing the professional services provided by our independent registered public accounting firm, the independence of such independent registered public accounting firm from our management, and our annual and quarterly financial statements. | The Compensation and Human Resources Committee is responsible for designing and evaluating Viasat’s compensation plans, policies and programs, including the compensation of our executive officers. | The Nomination, Evaluation and Corporate Governance Committee is responsible for developing and recommending to the Board a set of corporate governance guidelines and principles, providing oversight of the process for the self-assessment by the Board and each of its committees, and reviewing and recommending nominees for election as directors and committee members. | The Banking and Finance Committee is responsible for overseeing certain aspects of corporate finance for the company, and reviewing and making recommendations to the Board about the company’s financial affairs and policies, including short and long-term financing plans, objectives and principles, borrowings or the issuance of debt and equity securities. | | | •• | | | | Management | | | | | Our senior management is responsible for assessing and managing the company’s various exposures to risk on a day-to-day basis, including the creation of appropriate risk management programs and policies. | | | |

  5. Election of Directors

    Election of Directors

  6. Overview

    Overview In accordance with our certificate of incorporation, we divide our Board of Directors into three classes, with each class consisting, as nearly as may be possible, of one-third of the total number of directors. We elect one class of directors to serve a three-year term at each annual meeting of stockholders. We currently have three Class III directors whose terms expire at this year’s annual meeting. One of our existing Class III directors, Varsha Rao, is not standing for re-election, and her seat will remain vacant at this time. At this year’s annual meeting of stockholders, we will elect two Class III directors to hold office until the 2026 annual meeting. At next year’s annual meeting of stockholders, we will elect four Class I directors to hold office until the 2027 annual meeting, and the following year, we will elect three Class II directors to hold office until the 2028 annual meeting. Thereafter, elections will continue in a similar manner at subsequent annual meetings. Each elected director will continue to serve until his or her successor is duly elected or appointed. The Board unanimously nominated Mark Dankberg and Rajeev Suri as Class III nominees for election to the Board. As discussed above under “Board Evaluation and Refreshment,” Mr. Suri has been nominated for election pursuant to the Stockholders Agreement entered into in connection with the Inmarsat Acquisition as one of the designees of the Investor Sellers thereunder. Unless proxy cards are otherwise marked, the persons named as proxies will vote all proxies received “FOR” the election of Mr. Dankberg and Mr. Suri. If any director nominee is unable or unwilling to serve as a nominee at the time of the annual meeting, the persons named as proxies may vote either (1) for a substitute nominee designated by the present Board to fill the vacancy or (2) for the balance of the nominees, leaving a vacancy. Alternatively, the Board may reduce the size of the Board. The Board has no reason to believe that any of the nominees will be unable or unwilling to serve if elected as a director. The following table sets forth the age, the positions currently held with Viasat, the year in which the current term will expire, and the class of director of each nominee to be elected at the annual meeting or director whose term of office will extend beyond the annual meeting.

  7. Overview

    | Name | Age | Position with Viasat | Director Since | Term Expires | Class | | Mark Dankberg | 68 | Chairman of the Board and Chief Executive Officer | 1986 | 2023 | III | | Richard Baldridge | 65 | Director | 2016 | 2025 | II | | James Bridenstine | 48 | Director | 2021 | 2025 | II | | Robert Johnson | 73 | Director | 1986 | 2024 | I | | Sean Pak | 50 | Director (Lead Independent Director) | 2018 | 2025 | II | | John Stenbit | 83 | Director | 2004 | 2024 | I | | Andrew Sukawaty | 68 | Director | 2023 | 2024 | I | | Rajeev Suri | 55 | Director | 2023 | 2023 | III | | Theresa Wise | 56 | Director | 2020 | 2024 | I |

  8. Board Diversity Matrix

    Board Diversity Matrix

  9. As of July 28, 2023

    As of July 28, 2023 The following chart shows certain self-identified personal characteristics of our directors and nominees, in accordance with Nasdaq Listing Rule 5605(f).

  10. As of July 28, 2023

    | Total Number of Directors: 10 (1) | | | | | | Part I: Gender Identity | Female | Male | Non-Binary | Did Not Disclose Gender | | Directors | 2 (1) | 8 | — | — | | Part II: Demographic Background | | | | | | African American or Black | — | — | — | — | | Alaskan Native or Native American | — | 1 | — | — | | Asian | 1 (1) | 2 | — | — | | Hispanic or Latinx | — | — | — | — | | Native Hawaiian or Pacific Islander | — | — | — | — | | White | 1 | 5 | — | — | | Two or More Races or Ethnicities | — | — | — | — | | LGBTQ+ | — | | | | | Did Not Disclose Demographic Background | — | | | |

  11. As of July 28, 2023

    | (1) Includes Varsha Rao, who is a Class III director whose term expires at this year’s annual meeting of stockholders and who is not standing for re-election. |

  12. Class III Directors Nominated for Election at this Annual Meeting

    Class III Directors Nominated for Election at this Annual Meeting

  13. Class III Directors Nominated for Election at this Annual Meeting

    | Mark Dankberg Director Since: 1986 | Mark Dankberg is a founder of Viasat and serves as its Chairman of the Board and Chief Executive Officer. He previously served as Executive Chairman from November 2020 to June 2022, and as Chairman of the Board and Chief Executive Officer from Viasat’s inception in 1986 until November 2020. Mr. Dankberg has significant expertise and perspective as a member of the board of directors of companies in various industries, including communications. Mr. Dankberg currently serves on the board of directors of Lytx, Inc., a privately-held company that provides fleet safety management solutions. Prior to founding Viasat, he was Assistant Vice President of M/A-COM Linkabit, a manufacturer of satellite telecommunications equipment, from 1979 to 1986, and Communications Engineer for Rockwell International Corporation from 1977 to 1979. Mr. Dankberg holds B.S.E.E. and M.E.E. degrees from Rice University. Mr. Dankberg provides our Board with significant operational, business and technological expertise in the satellite and communications industries, and intimate knowledge of the issues facing our management. |

  14. Class III Directors Nominated for Election at this Annual Meeting

    | Rajeev Suri Director Since: 2023 | Rajeev Suri has been a director of Viasat since the closing of the Inmarsat Acquisition on May 30, 2023. Mr. Suri served as the Chief Executive Officer of Inmarsat from March 2021 until the closing of the Inmarsat Acquisition. Mr. Suri joined Inmarsat from Nokia, where he was President and Chief Executive Officer from 2014 to 2020. From 2009 to 2014, Mr. Suri served as Chief Executive Officer of Nokia Solutions and Networks. In 2021, he was appointed as a Commissioner of the United Nations Broadband Commission and in 2022 was elected as chair of the Global Satellite Operators Association (GSOA). Previously, Mr. Suri served as co-chair of the digitalization task force for the B20 and a member of various digital and healthcare committees at the World Economic Forum. Mr. Suri was also a member of the Chinese Premier’s Global CEO Council from 2014 to 2020 and in 2015 received China’s Marco Polo award. Mr. Suri currently serves as a director of Stryker Corporation (NYSE: SYK) and Singtel. Mr. Suri holds a B.E. in Electronics and Communications and an honorary doctorate from Manipal University. Mr. Suri provides our Board with significant experience regarding the strategic and operational challenges of leading global technology companies based on his service as Chief Executive Officer of Inmarsat and Nokia. |

  15. Class I Directors with Terms Expiring in 2024

    Class I Directors with Terms Expiring in 2024

  16. Class I Directors with Terms Expiring in 2024

    | Robert Johnson has been a director of Viasat since 1986. Mr. Johnson has worked in the venture capital industry since 1980, and has acted as an independent investor and served on the board of directors of a number of entrepreneurial companies since 1983. Mr. Johnson has also taught classes at the Stanford Graduate School of Business, Stanford Department of Engineering, California Institute of Technology, UCLA Anderson School of Management and the Claremont Graduate School. Mr. Johnson earned B.S. and M.S. degrees in Electrical Engineering from Stanford University, and M.B.A. and D.B.A. degrees from the Harvard Business School. Mr. Johnson provides our Board with significant business and corporate finance expertise as a result of his role as an investor in companies in various industries. | Robert Johnson Director Since: 1986 |

  17. Class I Directors with Terms Expiring in 2024

    | John Stenbit has been a director of Viasat since 2004, and is a consultant for various government and commercial clients. From 2001 to 2004, Mr. Stenbit served as the Assistant Secretary of Defense for Command, Control, Communications, and Intelligence, or C3I, and later as Assistant Secretary of Defense of Networks and Information Integration / Department of Defense Chief Information Officer, the C3I successor organization. From 1977 to 2001, Mr. Stenbit worked for TRW, Inc., retiring as Executive Vice President. Mr. Stenbit was a Fulbright Fellow and Aerospace Corporation Fellow at the Technische Hogeschool, Einhoven, Netherlands. Mr. Stenbit has chaired the Science Advisory Panel for the Administrator of the Federal Aviation Administration and the Director of the Central Intelligence Agency. He also has significant expertise and perspective as a member of the boards of directors of private and public companies in various industries. Mr. Stenbit previously served as a director of Loral Space & Communications Inc. (Nasdaq: LORL), Cogent, Inc., SM&A Corporation and SI International, Inc., as a member of the Advisory Board of the National Security Agency and of the Science Advisory Group of the U.S. Strategic Command. Mr. Stenbit provides our Board with significant technological, defense and national security expertise as a result of his distinguished career of corporate and government service focused on the communications, aerospace and satellite fields. | John Stenbit Director Since: 2004 |

  18. Class I Directors with Terms Expiring in 2024

    | Andrew Sukawaty has been a director of Viasat since the closing of the Inmarsat Acquisition on May 30, 2023. Mr. Sukawaty served as the Chairman of the Board of Inmarsat until the closing of the Inmarsat Acquisition, and previously served as both Chairman and Chief Executive Officer of Inmarsat between 2003 and 2012. He is a founding partner of Corten Advisers UK LLP, Chairman of Hg Capital USA, and a director of Hg Capital LLC and RELX plc. Previously, Mr. Sukawaty was a Senior Independent Director of Sky plc, Chairman of Ziggo N.V., Xyratex Technologies and Telenet, and Deputy Chairman of O2 plc. He has also previously served as an advisor to Apax Partners and Warburg Pincus and has previously been Chief Executive Officer and President of Sprint PCS, a global national wireless carrier, and Chief Executive Officer of NTL Limited. In addition, Mr. Sukawaty previously held various management positions with U.S. West and AT&T and served on the boards of directors of various listed companies. Mr. Sukawaty holds a B.B.A. from the University of Wisconsin and an M.B.A. from the University of Minnesota. Mr. Sukawaty provides our Board with extensive experience building a global mobile communications company based on his service as Chairman and Chief Executive Officer of Inmarsat. | Andrew Sukawaty Director Since: 2023 |

  19. Class I Directors with Terms Expiring in 2024

    | Theresa Wise has been a director of Viasat since 2020, and is Chief Executive Officer and principal for Utaza, LLC, an information technology consulting company, a role she has held since 2017. Dr. Wise is the former Senior Vice President and Chief Information Officer of Delta Air Lines, a commercial airline, a role she held from 2008 to 2016. Prior to joining Delta, Dr. Wise held several positions at Northwest Airlines Corporation, a commercial airline, including serving as the company’s Chief Information Officer from 2001 until Northwest Airlines Corporation’s merger with Delta in 2008. Dr. Wise currently serves on the board of directors of Acropolis Infrastructure Acquisition Company, a special purpose acquisition company (NYSE: ACRO), CWT, a global travel technology company, and IBS Software. Dr. Wise received a B.A. degree in mathematics and chemistry from St. Olaf College and Ph.D. and M.S. degrees in applied math from Cornell University. Dr. Wise provides our Board with expertise, perspective and proven experience in applying IT strategy and data analytics to advance end-user experiences. | Theresa Wise Director Since: 2020 |

  20. Class II Directors with Terms Expiring in 2025

    Class II Directors with Terms Expiring in 2025

  21. Class II Directors with Terms Expiring in 2025

    | Richard Baldridge Director Since: 2016 | Richard Baldridge has been a director of Viasat since 2016. Mr. Baldridge joined Viasat in 1999, serving as Executive Vice President, Chief Financial Officer and Chief Operating Officer from 2000, as Executive Vice President and Chief Operating Officer from 2002, and as President and Chief Operating Officer from 2003. Mr. Baldridge served as President and Chief Executive Officer from November 2020 through July 2022, and served as Vice Chairman from July 2022 until his retirement in June 2023. In addition, Mr. Baldridge serves as a director of Ducommun Incorporated (NYSE: DCO), a provider of engineering and manufacturing services to the aerospace and defense industries, and EvoNexus, a San Diego based non-profit technology incubator. Prior to joining Viasat, Mr. Baldridge served as Vice President and General Manager of Raytheon Corporation’s Training Systems Division from 1998 to 1999. From 1994 to 1997, Mr. Baldridge served as Chief Operating Officer and Chief Financial Officer for Hughes Information Systems and Hughes Training Inc., prior to their acquisition by Raytheon in 1997. Mr. Baldridge’s other experience includes various senior financial and general management roles with General Dynamics Corporation. Mr. Baldridge holds a B.S.B.A. degree in Information Systems from New Mexico State University. Mr. Baldridge provides our Board with significant operational and financial expertise based on his executive leadership roles at Viasat and other companies. |

  22. Class II Directors with Terms Expiring in 2025

    | James Bridenstine Director Since: 2021 | James Bridenstine has been a director of Viasat since 2021. Since June 2022, Mr. Bridenstine has worked as an independent consultant. From January 2021 to June 2022, Mr. Bridenstine worked as a senior advisor to Acorn Growth Companies, a private equity firm. From April 2018 until January 2021, Mr. Bridenstine served as Administrator of NASA. From 2013 to 2018, Mr. Bridenstine was a member of the United States House of Representatives, where he served on the Armed Services Committee and the Committee on Science, Space and Technology. Mr. Bridenstine’s career in federal service began in 1998 as a pilot in the United States Navy. Mr. Bridenstine earned a B.A. degree with three majors – Economics, Business and Psychology – from Rice University and an M.B.A. degree from Cornell University. Mr. Bridenstine provides our Board with extensive experience in space technology, innovation and safety based on his leadership role at NASA, as well as military and aerospace expertise based on his public service in the United States Navy and Congress. |

  23. Class II Directors with Terms Expiring in 2025

    | Sean Pak Director Since: 2018 | Sean Pak has been a director of Viasat since 2018, and has served as Lead Independent Director since February 2019. Mr. Pak has been a partner at Quinn Emanuel Urquhart & Sullivan LLP since 2009, and he currently serves as the Co-Chair of its National Intellectual Property Litigation Practice. From 2002 to 2009, Mr. Pak was an attorney at Latham & Watkins LLP, and previously worked in engineering roles at Intel Corporation and the Massachusetts Institute of Technology (MIT) Artificial Intelligence Laboratory. He is a litigator with extensive experience litigating patents, trade secrets, copyrights and other intellectual property. Mr. Pak earned a J.D. degree (cum laude) from Harvard Law School, and B.S. and M. Eng. degrees in Electrical Engineering and Computer Science from MIT. Mr. Pak provides our Board with significant expertise in intellectual property development, strategy and enforcement, and international business strategy, along with technological and engineering expertise in satellite systems, electrical engineering and computer science. |

  24. Class II Directors with Terms Expiring in 2025

    The Board unanimously recommends that you vote “FOR” the election of Mr. Dankberg and Mr. Suri.

  25. Delinquent Section 16(a) Reports

    | | Page | | COMPENSATION COMMITTEE REPORT | 54 | | COMPENSATION TABLES | 55 | | Summary Compensation Table | 55 | | Grants of Plan-Based Awards in Fiscal Year 2023 | 56 | | Outstanding Equity Awards at 2023 Fiscal Year End | 57 | | Option Exercises and Stock Vested in Fiscal Year 2023 | 58 | | Pension Benefits | 58 | | Non-Qualified Deferred Compensation | 58 | | Potential Payments Upon Termination | 59 | | CEO PAY RATIO | 60 | | PAY VERSUS PERFORMANCE | 61 | | DIRECTOR COMPENSATION | 64 |

  26. Executive Compensation Decisions Informed by Stockholder Feedback

    | What We Heard | What We Did | | Seek further alignment of executive compensation with long-term stockholder interests | Implemented a performance-based equity program | | Increase weighting of objective, financial criteria in determining annual bonus payouts | Increased weighting of objective, financial criteria in bonus determination to 50% for Chief Executive Officer, consistent with weighting for all other executive officers | | Replace target annual bonus ranges with specific target annual bonus percentages for each executive officer | Shifted to a specific annual bonus target for annual incentive compensation | | Adopt a maximum cap on annual bonus payouts | Implemented a maximum annual bonus payout, equal to 250% of target, for all executive officers | | Provide additional disclosure about peer group selection process | Enhanced peer group disclosure in proxy statement | | Implement a clawback policy | Adopted a clawback policy to enable recovery of cash and equity incentive compensation (including time-based and performance-based equity awards) related to a financial restatement resulting from an executive officer’s misconduct. We also intend to adopt a compensation recovery policy as required by Rule 10D-1 under the Securities Exchange Act of 1934, as amended, and the corresponding rules adopted by NASDAQ, which will provide for the mandatory recovery of certain erroneously awarded incentive compensation from our officers in the event of an accounting restatement to correct the Company’s material noncompliance with any financial reporting requirement under securities laws. |

  27. Overview and Objectives of Executive Compensation Program

    | Key Features of Our Executive Compensation Policies and Practices | | | What We Do | What We Don’t Do | | ☑ Establish the vast majority of executive officer pay on business performance | ☒ No repricing of underwater stock options without stockholder approval ☒ No single trigger change in control provisions for executive officers ☒ No excise tax gross-ups ☒ No employment contracts unless required by law ☒ No guaranteed base salary increases, bonuses or annual equity award values ☒ No compensation plans that encourage excessive or unnecessary risk taking | | ☑ Maintain meaningful executive officer and non-employee director stock ownership guidelines | | | ☑ Provide a limited number of perquisites | | | ☑ Prohibit short sales and hedging of Viasat stock by executive officers and directors | | | ☑ Maintain a clawback policy | | | ☑ Maintain stock ownership guidelines | | | ☑ Use multiple performance measures and caps on potential incentive payments | | | ☑ Engage an independent compensation consultant | |

  28. Compensation Objectives

    Compensation Objectives The objectives of our executive compensation program are premised on the following three fundamental principles, each of which is discussed below: (1) a significant portion of executive compensation should be performance-based, linking the achievement of company financial objectives and individual objectives; (2) the financial interests of our executive management and our stockholders should be aligned; and (3) the executive compensation program should be structured so that we can compete in the marketplace in hiring and retaining top level executives with compensation that is competitive and fair. Because our executive compensation program is designed to reward prudent business judgment and promote disciplined progress towards longer-term company goals, we believe that our balanced compensation policies and practices do not encourage unnecessary and excessive risk-taking by employees that could reasonably be expected to have a material adverse effect on us. Performance-Based Compensation. We strongly believe that a significant amount of executive compensation should be designed to reward superior performance, and we believe that our executive officers should be accountable for the overall performance of our business as well as their individual performance. To achieve this objective, we have structured our compensation program so that executive compensation is tied, in large part, directly to both company-wide and individual performance. For example, and as discussed specifically below, annual bonuses are based on, among other things, pre-established corporate financial performance metrics and operational targets, and individual performance. Also, as described below, executive officers receive performance-based stock options as a significant component of their long-term incentives. As illustrated below, a significant portion of the total direct compensation for our Named Executive Officers is delivered as variable performance-based compensation, including performance–based stock options, the value of which is driven by stock price performance. Variable incentive-based compensation accounted for approximately 80.4% of total direct compensation for our Chief Executive Officer and an average of approximately 70.9% of total direct compensation for our other Named Executive Officers in fiscal year 2023. The Chief Executive Officer chart below reflects fiscal year 2023 compensation for Mark Dankberg, who previously served as Executive Chairman, and was appointed to serve as Chairman of the Board and our Chief Executive Officer effective July 1, 2022.

  29. Compensation Objectives

    Alignment with Stockholder Interests. We believe that executive compensation and stockholder interests should be linked, and our compensation program is designed so that the financial interests of our executive officers are closely aligned with the interests of our stockholders. We accomplish this objective in multiple ways. First, a significant portion of our Named Executive Officer compensation is linked to achievement of rigorous financial and operational performance metrics. Second, we have adopted stock ownership guidelines that require our executive officers to own a significant amount of Viasat stock. Third, we grant performance-based stock options as a significant part of our long-term equity award program, which provide our executive officers with an opportunity to earn a number of stock options based, in part, on Viasat’s total shareholder return, or TSR, relative to the TSR of the companies that comprise the S&P MidCap 400 Index measured over a four-year performance period and, in part, based on continued service for that performance period. We have also adopted a clawback policy to allow the Committee to recover incentive compensation (including time-based and performance-based equity awards) from an executive officer in the event of a financial restatement resulting from such executive officer’s misconduct, as further described below. We also intend to adopt an additional compensation recovery policy as required by Rule 10D-1 under the Securities Exchange Act of 1934, as amended, and the corresponding rules adopted by NASDAQ, which will provide for the mandatory recovery of certain erroneously awarded incentive compensation from our officers in the event of an accounting restatement to correct the Company’s material noncompliance with any financial reporting requirement under securities laws. Structure Allows Competitive and Fair Compensation Packages. We believe our success depends to a significant degree on our ability to attract and retain highly skilled personnel. Stockholders are accordingly best served when we can attract and retain talented executives with compensation packages that are competitive and fair. Therefore, we strive to create compensation packages for our executive officers that deliver compensation that is comparable to the total compensation delivered by the companies with which we compete for executive talent.

  30. Decision-Making Processes and Criteria

    | • | availability and affordability of shares for equity awards, and |

  31. Decision-Making Processes and Criteria

    Peer Group Selection Process. As part of the process of determining executive compensation, the Committee reviews competitive executive compensation data of relevant companies from across the industries in which we primarily operate. Through a thorough evaluation process that takes place on an annual basis, the Committee identifies the appropriate group of companies to reference as a peer group for compensation comparison purposes. The peer group was selected based on a variety of factors, including industry, revenue, business model and market capitalization. The Committee also reviewed competitive market information from the Radford Global Technology survey, a globally recognized compensation survey containing market information of companies in the technology industry. An overview of the key criteria considered and process followed by the Committee to determine the appropriate peer group is summarized below:

  32. Decision-Making Processes and Criteria

    | Factors Considered for Peer Group Selection | • Industry • Revenue • Business Model • Market Capitalization | • Provides multiple lenses to review potentially comparable companies | | Additional Inputs Used for Compensation Decisions | • Competitive market information from the Radford Global Technology survey, a globally recognized compensation survey containing market information of companies in the technology industry | • Permits the Committee to review aggregated compensation data for positions similar to those held by executive officers in the technology industry • Provides comprehensive survey data including pooled compensation data for positions closely akin to those held by each executive officer • Allows for the Committee to compare executive officers to those across a wide range of organizations outside of Viasat’s traditional, and limited, group of competitors • Individual company compensation data for companies in the survey was not provided to the Committee |

  33. Decision-Making Processes and Criteria

    | Fiscal Year 2023 Peer Group | | | | Technology | Network/Communications | Aerospace | | Akamai Technologies Inc. | | | | Citrix Systems Inc. | | | | Coherent Corp. | | | | Equinix Inc. | Ciena Corporation | | | F5, Inc. | Cogent Communications Holdings, Inc. | | | IAC/Interactivecorp | Lumentum Holdings Inc. | Spirit Aerosystems Holdings, Inc. | | Nuance Communications, Inc. | SBA Communications Corp | Transdigm Group Inc. | | Nutanix, Inc. | Vonage Holdings Corp | | | Palo Alto Networks Inc. | | | | PTC Inc. | | | | Splunk Inc. | | | | Wolfspeed, Inc. | | |

  34. Components of Our Compensation Program

    Components of Our Compensation Program The components of our executive compensation program are the following: base salary, annual bonuses, long-term incentive compensation in the form of equity awards and certain other benefits that are generally available to all our employees. Base Salary. In evaluating base salaries, the Committee primarily considers (1) executive compensation survey results from Radford, which generally reports a compensation range for each position, (2) compensation data of our peer group companies prepared and analyzed by its compensation consultant, and (3) individual performance and contributions. In evaluating individual executive performance and contributions, the Committee considers to what extent the executive officer:

  35. Components of Our Compensation Program

    | • | contributes significantly to the development and execution of Viasat’s long-term strategy, |

  36. Fiscal Year End 2022 and Fiscal Year End 2023 Base Salary

    Annual Bonuses. Consistent with our overall compensation objectives of linking compensation to performance, aligning executive compensation with stockholder interests, and attracting and retaining top level executive officers in our industry, the Committee approved annual bonuses for fiscal year 2023 to our Named Executive Officers. In determining annual bonus awards, the Board and the Committee considered industry compensation surveys, compensation data from peer group companies and achievement of certain company and individual performance objectives. Target bonus opportunities for our Named Executive Officers, as set forth in the table below, are determined by the Committee primarily based on industry compensation surveys and validated with compensation data from peer group companies. The Committee also considers the expected contributions of each executive officer toward the overall success of the company. The Board and the Committee also retain discretion to take additional factors into account in determining final annual bonus awards (such as market conditions, key awards, total executive compensation, strategic positioning, additional company financial metrics or extraordinary individual contributions) and may make bonus payouts above or below the target bonus opportunities, to the extent appropriate. Following a thorough review of the executive compensation program, including an evaluation of feedback received through the Company’s stockholder engagement program, in fiscal year 2020 the Committee shifted to setting a specific target bonus as a percentage of base salary, rather than a target bonus range as a percentage of base salary. Furthermore, the Committee established a maximum bonus payout opportunity of 250% of each executive officer’s target bonus. These features were maintained in fiscal year 2023. Named Executive Officers Annual Metric Selection and Bonus Determination. For fiscal year 2023, the metrics considered for determining annual bonuses for our Named Executive Officers included Viasat’s annual financial performance and individual performance. The annual performance metrics, both financial and individual, are intended to be challenging and rigorous, but achievable through a sustained level of high performance.

  37. Fiscal Year End 2022 and Fiscal Year End 2023 Base Salary

    | • | Financial performance objectives (50% of annual bonus determination): Financial metrics were set based on an internally-developed financial plan approved by our Board at the beginning of the fiscal year. The financial metrics selected for the annual bonus are intended to balance incentivizing strong short-term performance while also retaining alignment to the execution of our long-term strategy. |

  38. Fiscal Year End 2022 and Fiscal Year End 2023 Base Salary

    | • | Individual performance objectives (50% of annual bonus determination): Individual leadership and strategic objectives are determined by the Committee, with the objectives for the executive officers (other than our Chief Executive Officer) based on input and recommendations from our Chief Executive Officer. Individual leadership and strategic objectives for our Chief Executive Officer are determined by the Committee based on the recommendation of the Nomination, Evaluation and Corporate Governance Committee. Metrics are qualitative in nature; each individual executive officer’s attainment of individual performance objectives, while made in the context of such pre-established objectives, is based upon an evaluation of individual performance by the Committee. |

  39. Fiscal Year 2023 Bonus Objectives

    Fiscal Year 2023 Bonus Objectives

  40. Fiscal Year 2023 Bonus Objectives

    | Performance Metric | Approximate Weighting (%) | FY 2023 Objective | FY 2023 Actual Results | | Financial — Pro Forma Non-GAAP Diluted Net Income (Loss) Per Share Attributable to Viasat, Inc. Common Stockholders (1) (3) | 10 | $0.68 | $0.76 | | Financial — Adjusted EBITDA (2) | 12.5 | $641.9 million | $583.2 million | | Financial — New Contract Awards | 7.5 | $2,800.7 million | $3,213.4 million | | Financial — Total Revenues | 12.5 | $2,970.1 million | $2,803.2 million | | Financial — Net Operating Asset Turnover (3) | 7.5 | 6.91 | 6.84 | | Individual — Strategic Performance | 25 | — | — | | Individual — Leadership Performance | 25 | — | — |

  41. Fiscal Year 2023 Bonus Objectives

    | (1) We define non-GAAP net income (loss) attributable to Viasat, Inc. as net income (loss) attributable to Viasat, Inc. adjusted for certain significant items, such as, amortization of acquired intangible assets, stock-compensation expense, and acquisition and transaction related expenses. Amount includes both continuing and discontinued operations, excluding the fourth quarter of fiscal year 2023 gain on the Link-16 TDL Sale. Pro forma non-GAAP net income (loss) attributable to Viasat, Inc. was further adjusted for other Link-16 TDL Sale related items. |

  42. Fiscal Year 2023 Bonus Objectives

    | (2) We define Adjusted EBITDA as net income (loss) attributable to Viasat, Inc. before interest, income taxes, depreciation and amortization, adjusted to exclude certain significant items such as stock-based compensation expense, acquisition and transaction related expenses and, for fiscal year 2023, items related to the Link-16 TDL Sale. |

  43. Fiscal Year 2023 Bonus Objectives

    | (3) Adjusted for the effect of the Link-16 TDL Sale. |

  44. Fiscal Year 2023 Bonus Objectives

    Based on our fiscal year 2023 financial results, the Committee, acting under delegation of authority from the Board, determined that the company’s achievement relative to the pre-established financial objectives described above was 100%. Chief Executive Officer Annual Bonus Determination. For purposes of determining our Chief Executive Officer’s performance achievement for the leadership and strategic objectives in fiscal year 2023, the Committee relied on an assessment of our Chief Executive Officer’s performance completed by the Nomination, Evaluation and Corporate Governance Committee. The criteria used by the Nomination, Evaluation and Corporate Governance Committee included the following:

  45. Fiscal Year 2023 Bonus Objectives

    | • | Leadership. Defining, managing and attaining corporate goals, and exemplifying and promoting ethics and integrity throughout the company. |

  46. Fiscal Year 2023 Bonus Objectives

    | • | Strategic. Industry positioning, short-term and long-term strategies, measurable progress in key business areas and effective pursuit of growth strategies. |

  47. Fiscal Year 2023 Bonus Objectives

    The Nomination, Evaluation and Corporate Governance Committee evaluated our Chief Executive Officer’s leadership and strategic performance during fiscal year 2023 in the context of the company’s strong financial results relative to the pre-established, objective financial criteria described above, and noted, among other things, the following achievements:

  48. Fiscal Year 2023 Bonus Objectives

    | Leadership Performance | Strategic Performance | | Appointed to U.S. President’s National Security Telecommunications Advisory Committee | Completed sale of the Link-16 Tactical Data Links business for $1.96 billion | | Secured provisional clearance of acquisition of Inmarsat from the U.K. Competition and Markets Authority (with unconditional clearance received subsequent to fiscal year end) | Drove significant growth in the commercial air business | | Honored by LinkedIn as a top workplace for employee career growth, with a Better Satellite World Award for helping improve the world and by the Disability Equality Index for disability inclusion | Awarded in-flight connectivity contracts from Southwest Airlines for all new aircraft deliveries and Delta Air Lines for widebody fleets | | Authored an article for the Financial Times regarding space sustainability and the need to regulate the exploitation of limited space resources | Achieved connectivity milestone in Brazil with 60,000 sites in service, with many available to schools, hospitals, public service facilities and non-profit organizations | | Published second annual Environmental, Social and Governance (ESG) Impact Report | Selected by the European Space Agency to conduct research on multi-layered, multi-orbit SATCOM capabilities |

  49. Fiscal Year 2023 Bonus Objectives

    Based on the accomplishments set forth above, as well as the achievement of other leadership and strategic objectives, the Nomination, Evaluation and Corporate Governance Committee awarded Mr. Dankberg 113% credit for the achievement of leadership and strategic performance objectives. The Committee relied on the foregoing evaluations in determining Mr. Dankberg’s final annual bonus award. Other Named Executive Officers Annual Bonus Results. In making its overall determinations relative to the leadership and strategic components for the other Named Executive Officers’ bonuses, the Committee assigned the same weightings to the financial (50% of annual bonus determination), leadership (25%) and strategic (25%) performance criteria that it used for our Chief Executive Officer. The Committee placed special emphasis on the leadership provided by each executive officer in the achievement of financial, critical non-financial, operational and strategic business objectives during fiscal year 2023. In particular, the Committee considered each individual’s contributions during fiscal year 2023 to achieving strong financial results and key strategic and developmental objectives, including record revenue and awards; the continued advancement of our next-generation, high-capacity ViaSat-3 satellite program, including strategic positioning efforts in key geographies that will be covered by ViaSat-3 satellites; continued progress on our acquisition of Inmarsat; and the closing of the strategic Link-16 TDL Sale for approximately $1.9 billion. In addition, the Committee considered the following for each Named Executive Officer:

  50. Fiscal Year 2023 Bonus Objectives

    | • | Mr. Baldridge: Leadership of our acquisition of Inmarsat, which successfully closed after fiscal year end. |

  51. Fiscal Year 2023 Bonus Objectives

    | • | Ms. Duffy: Leadership over our corporate finance strategy, including related to the acquisition of Inmarsat and divestiture of our Link-16 Tactical Data Links business, which enabled us to continue progress on the ViaSat-3 satellite program and continue investments in innovation. |

  52. Fiscal Year 2023 Bonus Objectives

    | • | Mr. Harkenrider: Leadership over the execution of our corporate operational priorities, including progress on the ViaSat-3 satellite program. |

  53. Fiscal Year 2023 Bonus Objectives

    | • | Mark Miller: Leadership over the technical design elements of our satellite programs. |

  54. Fiscal Year 2023 Bonus Objectives

    | • | Craig Miller: Leadership of our Government Systems segment, including the closing of the strategic Link-16 TDL Sale. |

  55. Fiscal Year 2023 Bonus Objectives

    Additionally, the Committee assessed the total direct compensation positioning for each Named Executive Officer to ensure final decisions are appropriately market competitive relative to each executive officers’ contributions. Based upon our financial results for fiscal year 2023 relative to the pre-established financial objectives described above and the Committee’s evaluation of our corporate achievements and individual executive performance, the Committee, acting under delegation of authority from the Board, approved the bonuses in the table below for our Named Executive Officers for fiscal year 2023:

  56. Fiscal Year 2023 Bonuses

    Fiscal Year 2023 Bonuses

  57. Fiscal Year 2023 Bonuses

    | Executive | Target Bonus As Percentage of Base Salary (%) | Actual Bonus ($) | Actual Bonus As Percentage of Base Salary (%) (1) | | Mark Dankberg | 140 | 2,030,400 | 149 | | Richard Baldridge | 140 | 1,725,800 | 126 | | Shawn Duffy | 90 | 650,000 | 103 | | Kevin Harkenrider | 90 | 675,000 | 90 | | Mark Miller | 100 | 600,000 | 100 | | Craig Miller | 80 | 675,000 | 108 |

  58. Fiscal Year 2023 Bonuses

    | (1) In response to stockholder feedback, the Committee established a maximum bonus payout of 250% of each executive officer’s target bonus opportunity. |

  59. Fiscal Year 2023 Bonuses

    Equity-Based Compensation. Consistent with our belief that equity-based compensation is a key component of an effective executive compensation program at growth-oriented technology companies, particularly one with non-linear growth, our Committee, acting under delegation of authority from the Board, approved long-term equity awards to our executive officers in fiscal year 2023. The Committee determined equity award levels for fiscal year 2023 in a manner consistent with the determination of base salary and annual bonuses. The Committee considered (1) the industry compensation data described above, (2) individual performance and contributions, (3) total executive compensation, (4) stockholder feedback on our executive compensation program, and (5) the availability and affordability of shares for equity awards in determining equity compensation for our executive officers. In determining the availability and affordability of shares for the fiscal year 2023 equity awards for our executive officers, the Committee also considered:

  60. Fiscal Year 2023 Bonuses

    | • | the peer group data and compensation survey data from Radford, |

  61. Fiscal Year 2023 Bonuses

    | • | the number of shares available for issuance under our equity plan, |

  62. Fiscal Year 2023 Bonuses

    | • | the number of shares budgeted for non-executive equity awards, |

  63. Fiscal Year 2023 Bonuses

    | • | the expected future retention of both executive officers and non-executives, |

  64. Fiscal Year 2023 Bonuses

    | • | annual dilution (burn) rate associated with the grant of equity awards, |

  65. Fiscal Year 2023 Bonuses

    | • | Viasat’s equity overhang levels, |

  66. Fiscal Year 2023 Bonuses

    | • | the estimated accounting expense of potential equity awards, and |

  67. Fiscal Year 2023 Bonuses

    | • | the tax consequences associated with the grant of equity awards. |

  68. Fiscal Year 2023 Bonuses

    Based on the factors discussed above, our Committee, acting under delegation of authority from the Board, approved equity awards solely in the form of performance-based stock options for our Named Executive Officers in November 2022. Historically, equity awards to our Named Executive Officers were delivered in the form of 50% time-based restricted stock units and 50% performance-based stock options. However, our Committee determined that only awarding performance-based stock options best balanced managing the above considerations while emphasizing the alignment of executive compensation with the creation of long-term stockholder value. In making this decision, the Committee determined that it would continue to evaluate the above considerations along with executive retention and motivation and approved granting time-based restricted stock units to our Named Executive Officers in June 2023. Performance-Based Stock Options. Our Committee believes that performance-based stock options promote stockholder value creation over a multi-year period by rewarding our executive officers for long-term stock price appreciation. Consistent with previous years, in fiscal year 2023 the Committee selected relative TSR over a four-year period as the sole performance metric as our Committee members believe TSR is the strongest indicator of long-term stockholder value creation. Delivering the award in the form of a performance-based stock option provides for further alignment with stockholders as any stock price gains realized by our executive officers would be in proportion to those realized by our stockholders. Furthermore, as these awards are stock options, if Viasat’s stock price falls below the exercise price, which is equal to the closing market price on the day of grant, any vested stock options would retain no value until the stock price increases above the exercise price. Performance-Contingent Vesting Component. The performance-based stock options will vest based on Viasat’s four-year TSR performance relative to the S&P MidCap 400 index according to the following chart:

  69. Fiscal Year 2023 Bonuses

    | • | Above the 25th and below the 90th percentiles: Performance-based stock options will vest on a linear scale between a range of 50% and 175% of the target number of options, where the target is achieved at the 50th percentile (with the resulting number of stock options that ultimately vest at the end of the performance period referred to as the performance-adjusted options) |

  70. Fiscal Year 2023 Bonuses

    | • | At or below 25th percentile: No performance-based stock options will vest and they will be forfeited by the Named Executive Officer |

  71. Fiscal Year 2023 Bonuses

    Time-Based Vesting Component. The performance-based stock options are also subject to a time-based vesting component. A Named Executive Officer will become eligible to vest in 25% of the performance-adjusted options at the end of the performance period on each of the first four anniversaries of the grant date, subject to continued employment through each such date. In the event of a Named Executive Officer’s termination of employment prior to the end of the performance period, he or she will remain eligible to vest, at the end of the performance period, in such portion of the performance-adjusted options as had vested as of the date of termination in accordance with the time-based vesting schedule described above (and, in the case of a Named Executive Officer’s death or disability, he or she will be given full credit under the time-based vesting schedule through the date of termination and will remain eligible to vest in any and all of the performance-adjusted options at the end of the performance period). The performance-based stock options must be vested under both the time-based vesting schedule and the performance-based vesting conditions to become exercisable by a Named Executive Officer. Relationship Between Pay and Performance. The performance-based stock options awarded to our executive officers are designed to further align executive pay with stockholder value creation by only delivering value when Viasat’s TSR during the applicable measurement period outperforms the TSR of at least 25% of companies in the S&P MidCap 400 and Viasat’s stock price exceeds the exercise price of such performance-based stock options. Illustrating that a significant portion of our executive officers’ pay is at risk, Viasat’s TSR performance for the performance-based stock option awards granted in fiscal years 2018 and 2019 were below the 25th percentile on the performance measurement date and resulted in no performance-based stock options being earned. Additionally, from the applicable grant date through July 1, 2023, Viasat’s TSR performance was below the 25th percentile of companies in the S&P MidCap 400 index for each of the performance-based stock option awards granted to our executive officers in fiscal year 2020. While the fiscal year 2020 award remains outstanding, the actual performance through July 1, 2023 would have resulted in below threshold performance and all performance-based stock options would have been forfeited had the applicable measurement period ended on that date. Furthermore, our closing stock price of $41.26 on July 1, 2023 was below the exercise price for each performance-based stock option award issued in fiscal years 2020 and 2022 and each retains no value until our stock price increases above each exercise price. For the performance-based stock options granted to our executive officers in fiscal years 2021, 2022 and 2023, Viasat’s TSR performance through July 1, 2023 was above threshold performance (25th percentile) of companies in the S&P MidCap 400 index. While fiscal year 2021, 2022 and 2023 awards remain outstanding, their actual performance through July 1, 2023 would have resulted in payout multiples of 101.91%, 65.96% and 157.07%, respectively, had each applicable measurement period ended on that date. Change in Control Vesting. In the event of a change in control of the company prior to the end of the four-year performance period, the number of performance-adjusted options in which a Named Executive Officer will be eligible to vest based on the time-based vesting schedule described above will be determined and will be the greater of (1) the “target” number of options subject to the award or (2) the number of performance-adjusted options determined on the date of the change in control based on the company’s relative TSR compared to the S&P MidCap 400 index for the portion of the performance period ending on the date of the change in control. Following a change in control, the Named Executive Officers may also be eligible for accelerated vesting of any portion of the performance-adjusted options (as determined at the time of the change in control) that remain eligible to vest based on continued service after a change in control in accordance with the terms of their change in control severance agreements, as described below. For more information on the performance-based stock options granted during fiscal year 2023, see the Grants of Plan-Based Awards in Fiscal Year 2023 table below. Equity Grant Process. The company’s general practice is to grant equity awards in approximately 12-month cycles. Grant approval for executive officers occurs at meetings of the Committee. Because of the more extensive process for determining executive officer equity awards, these grants are not always made at the same time as grants to all other eligible employees. Additionally, the timing of grants is not coordinated with the release of material non-public information. Stock option awards are priced at fair market value on the date of grant (as defined under our equity plan) and awards of restricted stock units are also made in accordance with the terms of our equity plan. In addition to grants made as part of our annual equity grant process for our current employees, grants may also be made during the year to newly-hired employees as part of the in-hire compensation package, as well as to existing employees for purposes of retention, as part of a special incentive program or in recognition of special achievements. In the event of newly-hired employees or retention and recognition awards to existing employees, those grants are generally made once per quarter. We do not grant “re-load” options, make loans to executive officers for any purpose, including to exercise stock options, nor do we grant stock options at a discount.

  72. Other Benefits

    Other Benefits We currently provide for certain severance payments and benefits if an executive officer’s employment is involuntarily or constructively terminated within two months prior to or within 18 months following a change in control of the company. Benefits can be found under the Potential Payments Upon Termination section of this proxy statement. We also provide a comprehensive benefits package to all of our employees, including our executive officers, which includes medical, dental, vision care, disability insurance, life insurance benefits, flexible spending plan, a 401(k) savings plan, educational reimbursement program, employee assistance program, employee stock purchase plan, holidays and personal time off which includes vacation and sick days as needed. We do not currently offer defined benefit pension or supplemental executive retirement plans to any of our employees.

  73. Summary Compensation Table

    Summary Compensation Table The following table sets forth the compensation earned during the fiscal years ended March 31, 2023, March 31, 2022 and March 31, 2021 by each person who served as Chief Executive Officer and Chief Financial Officer during the fiscal year ended March 31, 2023, as well as our three other most highly compensated executive officers who were serving as executive officers at the end of fiscal year 2023 (collectively, the Named Executive Officers):

  74. Summary Compensation Table

    | Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($) | Stock Awards ($) (1) | Option Awards ($) (1) | Non-Equity Incentive Plan Compensation ($) (2) | All Other Compensation ($) (3) | Total ($) | | Mark Dankberg | 2023 | 1,364,000 | — | — | 3,575,736 | 2,030,400 | 26,779 | 6,996,915 | | Chairman and | 2022 | 1,300,000 | — | 4,729,517 | 4,438,993 | 1,815,500 | 21,299 | 12,305,309 | | Chief Executive Officer | 2021 | 1,300,000 | — | 2,860,217 | 3,356,526 | 1,820,000 | 23,080 | 9,359,823 | | Richard Baldridge | 2023 | 1,364,000 | — | — | 1,754,200 | 1,725,800 | 10,625 | 4,854,625 | | Former Vice Chairman and | 2022 | 1,300,000 | — | 4,672,507 | 4,438,993 | 1,815,500 | 9,750 | 12,236,750 | | Former Chief Executive Officer | 2021 | 1,180,000 | — | 2,860,217 | 3,356,526 | 1,820,000 | 10,346 | 9,227,089 | | Shawn Duffy | 2023 | 629,538 | — | — | 877,100 | 650,000 | 10,458 | 2,167,096 | | Senior Vice President and | 2022 | 599,711 | — | 997,966 | 934,544 | 650,000 | 24,041 | 3,206,262 | | Chief Financial Officer | 2021 | 575,000 | — | 873,955 | 1,025,620 | 610,000 | 27,446 | 3,112,021 | | Kevin Harkenrider | 2023 | 749,231 | — | — | 1,253,000 | 675,000 | 13,913 | 2,691,144 | | Executive Vice President and | 2022 | 629,135 | — | 1,087,514 | 1,074,726 | 675,000 | 13,721 | 3,480,096 | | Chief Operating Officer | 2021 | 575,000 | — | 635,640 | 745,918 | 575,000 | 12,873 | 2,544,431 | | Mark Miller | 2023 | 599,615 | — | — | 751,800 | 600,000 | 11,337 | 1,962,752 | | Executive Vice President and | 2022 | 574,711 | — | 945,711 | 934,544 | 600,000 | 12,110 | 3,067,076 | | Chief Technical Officer | 2021 | 550,000 | — | 794,540 | 932,393 | 600,000 | 10,933 | 2,887,866 | | Craig Miller (4) | 2023 | 580,385 | — | — | 751,800 | 675,000 | 17,173 | 2,024,358 | | President, Government Systems | | | | | | | | |

  75. Summary Compensation Table

    | (1) These columns represent the aggregate grant date fair value, calculated in accordance with SEC rules, of performance-based stock options and restricted stock unit awards granted in fiscal years 2023, 2022 and 2021. These amounts generally reflect the amount that we expect to expense in our financial statements over the award’s vesting schedule, and do not correspond to the actual value that will be realized by the Named Executive Officers. In November 2020, 2021 and 2022, the Named Executive Officers were granted performance-based stock options which vest, in part, dependent upon continued service over a four year vesting schedule and, in part, dependent upon the achievement of the company’s TSR compared to its peer group during the four-year performance period ending October 31, 2024, 2025 and 2026, respectively. The grant date fair value of the performance-based stock options was calculated using a Monte Carlo simulation which considered the likelihood of achieving the vesting conditions. For additional information on the valuation assumptions used in the calculation of these amounts for the respective year end, refer to note 9 to the financial statements included in our annual report on Form 10-K for the fiscal year ended March 31, 2023, as filed with the SEC. |

  76. Summary Compensation Table

    | (2) Represents amounts earned under our annual bonus program described in the Compensation Discussion and Analysis section. |

  77. Summary Compensation Table

    | (3) The amounts for fiscal year 2023 include the following: reimbursement of club dues for Mr. Dankberg in the amount of $8,029; patent awards for Mr. Dankberg, Mark Miller and Craig Miller in the amounts of $3,750, $1,000 and $500, respectively; and company 401(k) matching contributions for Mr. Dankberg, Mr. Baldridge, Ms. Duffy, Mr. Harkenrider, Mark Miller and Craig Miller in the amounts of $15,000, $10,625, $10,458, $13,913, $10,337 and $16,673, respectively. |

  78. Summary Compensation Table

    | (4) Craig Miller was not a Named Executive Officer in fiscal years 2021 or 2022. |

  79. Summary Compensation Table

    EXECUTIVE COMPENSATION • Grants of Plan-Based Awards in Fiscal Year 2023

  80. Grants of Plan-Based Awards in Fiscal Year 2023

    Grants of Plan-Based Awards in Fiscal Year 2023 The following table sets forth information regarding grants of plan-based awards to each of the Named Executive Officers during fiscal year 2023:

  81. Grants of Plan-Based Awards in Fiscal Year 2023

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (2) | | | Exercise or Base Price of Option Awards ($/Sh) (3) | Grant Date Fair Value of Stock and Option Awards ($) (4) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Mark Dankberg | — | — | 1,911,000 | 4,777,500 | — | — | — | — | — | | | 11/17/22 | — | — | — | 71,344 | 142,687 | 249,702 | 34.00 | 3,575,736 | | Richard Baldridge | — | — | 1,911,000 | 4,777,500 | — | — | — | — | — | | | 11/17/22 | — | — | — | 35,000 | 70,000 | 122,500 | 34.00 | 1,754,200 | | Shawn Duffy | — | — | 567,000 | 1,417,500 | — | — | — | — | — | | | 11/17/22 | — | — | — | 17,500 | 35,000 | 61,250 | 34.00 | 877,100 | | Kevin Harkenrider | — | — | 675,000 | 1,687,500 | — | — | — | — | — | | | 11/17/22 | — | — | — | 25,000 | 50,000 | 87,500 | 34.00 | 1,253,000 | | Mark Miller | — | — | 600,000 | 1,500,000 | — | — | — | — | — | | | 11/17/22 | — | — | — | 15,000 | 30,000 | 52,500 | 34.00 | 751,800 | | Craig Miller | — | — | 500,000 | 1,250,000 | — | — | — | — | — | | | 11/17/22 | — | — | — | 15,000 | 30,000 | 52,500 | 34.00 | 751,800 |

  82. Grants of Plan-Based Awards in Fiscal Year 2023

    | (1) Represents target and maximum amounts payable under our annual bonus program for fiscal year 2023. Actual amounts paid to the Named Executive Officers pursuant to such bonus program are disclosed in the Summary Compensation Table under the column heading “Non-Equity Incentive Plan Compensation.” The material terms of the bonus program are described in the Compensation Discussion and Analysis section of this proxy statement. |

  83. Grants of Plan-Based Awards in Fiscal Year 2023

    | (2) Performance-based stock options that will become eligible to vest (a) in part dependent on the Named Executive Officer’s continued service over a four-year time-based vesting schedule, with the Named Executive Officer vesting in 25% of the performance-based options on each of the first four anniversaries of the date of grant, and (b) in part dependent on a comparison over the four-year performance period ending October 31, 2026 of our TSR to the TSR of the companies included in the S&P Mid Cap 400 Index. The number of options that will ultimately become vested and exercisable at the end of the four year vesting schedule will range from 0% to 175% of the target number of options based on our relative TSR ranking for the four-year performance period ending October 31, 2026. The performance-based stock options must be vested under both the time-based vesting schedule and the performance-based vesting conditions to become exercisable by the Named Executive Officer. |

  84. Grants of Plan-Based Awards in Fiscal Year 2023

    | (3) The exercise price for option awards is the fair market value per share of Viasat common stock, which is defined under our 1996 Equity Participation Plan as the closing price per share on the grant date. |

  85. Grants of Plan-Based Awards in Fiscal Year 2023

    | (4) This column represents the grant date fair value, calculated in accordance with SEC rules, of each equity award. These amounts generally reflect the amount that we expect to expense in our financial statements over the award’s vesting schedule, and do not correspond to the actual value that will be realized by the Named Executive Officers. The grant date fair value of the performance-based stock options was calculated using a Monte Carlo simulation which considered the likelihood of achieving the vesting conditions. For additional information on the valuation assumptions used in the calculation of these amounts, refer to note 9 to the financial statements included in our annual report on Form 10-K for the fiscal year ended March 31, 2023, as filed with the SEC. |

  86. Grants of Plan-Based Awards in Fiscal Year 2023

    EXECUTIVE COMPENSATION • Outstanding Equity Awards at 2023 Fiscal Year End

  87. Outstanding Equity Awards at 2023 Fiscal Year End

    Outstanding Equity Awards at 2023 Fiscal Year End The following table lists all outstanding equity awards held by each of the Named Executive Officers as of March 31, 2023:

  88. Outstanding Equity Awards at 2023 Fiscal Year End

    | | | Option Awards | | | | | Stock Awards | | | | | Number of Securities Underlying Unexercised Options (#) | | | | | | | | Name | Grant Date | Exercisable | Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) (1) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) (2) | Market Value of Shares or Units of Stock That Have Not Vested ($) (3) | | Mark Dankberg | 11/15/2019 | — | — | 143,888 | 71.83 | 11/15/2025 | — | — | | | 11/17/2020 | — | — | 174,365 | 35.66 | 11/17/2026 | — | — | | | 11/17/2021 | — | — | 142,687 | 53.43 | 11/17/2027 | — | — | | | 11/17/2022 | — | — | 142,687 | 34.00 | 11/17/2028 | — | — | | | 11/15/2019 | — | — | — | — | — | 15,227 | 515,282 | | | 11/17/2020 | — | — | — | — | — | 40,104 | 1,357,119 | | | 11/17/2021 | — | — | — | — | — | 63,053 | 2,133,714 | | Richard Baldridge | 11/15/2019 | — | — | 122,305 | 71.83 | 11/15/2025 | — | — | | | 11/17/2020 | — | — | 174,365 | 35.66 | 11/17/2026 | — | — | | | 11/17/2021 | — | — | 142,687 | 53.43 | 11/17/2027 | — | — | | | 11/17/2022 | — | — | 70,000 | 34.00 | 11/17/2028 | — | — | | | 11/15/2019 | — | — | — | — | — | 12,943 | 437,991 | | | 11/17/2020 | — | — | — | — | — | 40,104 | 1,357,119 | | | 11/17/2021 | — | — | — | — | — | 63,053 | 2,133,714 | | Shawn Duffy | 11/15/2019 | — | — | 41,111 | 71.83 | 11/15/2025 | — | — | | | 11/17/2020 | — | — | 53,279 | 35.66 | 11/17/2026 | — | — | | | 11/17/2021 | — | — | 30,040 | 53.43 | 11/17/2027 | — | — | | | 11/17/2022 | — | — | 35,000 | 34.00 | 11/17/2028 | — | — | | | 11/15/2019 | — | — | — | — | — | 4,350 | 147,204 | | | 11/17/2020 | — | — | — | — | — | 12,254 | 414,675 | | | 11/17/2021 | — | — | — | — | — | 13,275 | 449,226 | | Kevin Harkenrider | 11/15/2019 | — | — | 32,889 | 71.83 | 11/15/2025 | — | — | | | 11/17/2020 | — | — | 38,749 | 35.66 | 11/17/2026 | — | — | | | 11/17/2021 | — | — | 34,546 | 53.43 | 11/17/2027 | — | — | | | 11/17/2022 | — | — | 50,000 | 34.00 | 11/17/2028 | — | — | | | 11/15/2019 | — | — | — | — | — | 3,480 | 117,763 | | | 11/17/2020 | — | — | — | — | — | 8,912 | 301,582 | | | 11/17/2021 | — | — | — | — | — | 15,265 | 516,568 | | Mark Miller | 11/15/2019 | — | — | 32,889 | 71.83 | 11/15/2025 | — | — | | | 11/17/2020 | — | — | 48,436 | 35.66 | 11/17/2026 | — | — | | | 11/17/2021 | — | — | 30,040 | 53.43 | 11/17/2027 | — | — | | | 11/17/2022 | — | — | 30,000 | 34.00 | 11/17/2028 | — | — | | | 11/15/2019 | — | — | — | — | — | 3,480 | 117,763 | | | 11/17/2020 | — | — | — | — | — | 11,140 | 376,978 | | | 11/17/2021 | — | — | — | — | — | 13,275 | 449,226 | | Craig Miller | 11/17/2021 | — | — | 25,534 | 53.43 | 11/17/2027 | — | — | | | 11/17/2022 | — | — | 30,000 | 34.00 | 11/17/2028 | — | — | | | 11/15/2019 | — | — | — | — | — | 1,044 | 35,329 | | | 11/17/2020 | — | — | — | — | — | 3,628 | 122,772 | | | 11/17/2021 | — | — | — | — | — | 11,283 | 381,817 |

  89. Outstanding Equity Awards at 2023 Fiscal Year End

    | (1) Performance-based stock options that will become eligible to vest (a) in part dependent on the Named Executive Officer’s continued service over a four-year time-based vesting schedule, with the Named Executive Officer vesting in 25% of the performance-based options on each of the first four anniversaries of the date of grant and (b) in part dependent on a comparison over the four-year performance period ending October 31 of the fourth year after the date of grant of our TSR to the TSR of the companies included in the S&P MidCap 400 Index. The number of options that will ultimately become vested and exercisable at the end of the four year vesting schedule will range from 0% to 175% of the target number of options based on the Company’s relative TSR ranking for the four-year performance period ending October 31 of the fourth year after the date of grant. The performance-based stock options must be vested under both the time-based vesting schedule and the performance-based vesting conditions to become exercisable by the Named Executive Officer. The performance-based stock options are reflected in the table above at “target” performance levels. |

  90. Outstanding Equity Awards at 2023 Fiscal Year End

    | (2) Restricted stock unit awards vest in four equal annual installments over the course of four years measured from the grant date. |

  91. Outstanding Equity Awards at 2023 Fiscal Year End

    | (3) Computed by multiplying the closing price of our common stock on March 31, 2023 ($33.84 per share) by the number of shares subject to such stock award. |

  92. Outstanding Equity Awards at 2023 Fiscal Year End

    EXECUTIVE COMPENSATION • Option Exercises and Stock Vested in Fiscal Year 2023

  93. Option Exercises and Stock Vested in Fiscal Year 2023

    Option Exercises and Stock Vested in Fiscal Year 2023 The following table provides information concerning exercises of stock options by and stock awards vested for each of the Named Executive Officers during fiscal year 2023:

  94. Option Exercises and Stock Vested in Fiscal Year 2023

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) (1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) (1) | | Mark Dankberg | — | — | 72,410 | 2,358,764 | | Richard Baldridge | — | — | 63,643 | 2,064,812 | | Shawn Duffy | — | — | 19,006 | 624,339 | | Kevin Harkenrider (2) | — | — | 16,150 | 528,513 | | Mark Miller | — | — | 15,558 | 511,046 | | Craig Miller | — | — | 7,745 | 248,064 |

  95. Option Exercises and Stock Vested in Fiscal Year 2023

    | (1) With respect to stock option exercises, the value realized equals the difference between the market price of our common stock at exercise and the option exercise price, multiplied by the number of shares for which the option was exercised. With respect to stock awards, the value realized equals the closing price of our common stock on the date of vesting multiplied by the number of shares subject to the award vesting on such date. |

  96. Option Exercises and Stock Vested in Fiscal Year 2023

    | (2) Mr. Harkenrider deferred 16,150 shares subject to his restricted stock unit awards that vested in fiscal year 2023. All shares subject to restricted stock unit awards noted in the table above for Mr. Harkenrider vested during fiscal year 2023, but the underlying shares subject to the deferred restricted stock unit awards had not yet been delivered to or acquired by the executive as of the end of fiscal year 2023. |

  97. Pension Benefits

    Pension Benefits None of our Named Executive Officers participates in or has account balances in qualified or non-qualified defined benefit plans sponsored by us.

  98. Non-Qualified Deferred Compensation

    Non-Qualified Deferred Compensation In accordance with Section 409A of the Code, we allow our executive officers to elect to defer the timing of receipt of the shares issuable pursuant to their restricted stock unit awards. The following table sets forth information for our Named Executive Officers with respect to restricted stock units that vested but for which the underlying shares had not yet been delivered to the executive due to deferral elections made by the executives:

  99. Non-Qualified Deferred Compensation

    | Name | Executive Contributions in Fiscal Year 2023 ($)(1) | Registrant Contributions in Fiscal Year 2023 ($) | Aggregate Earnings (Losses) in Fiscal Year 2023 ($)(2) | Aggregate Withdrawals / Distributions ($) | Aggregate Balance at 2023 Fiscal Year End ($)(3) | | Mark Dankberg | — | — | — | — | — | | Richard Baldridge | — | — | — | — | — | | Shawn Duffy | — | — | — | — | — | | Kevin Harkenrider (4) | 528,513 | — | (1,185,137) | 397,619 | 3,148,068 | | Mark Miller (4) | — | — | (1,396,747) | — | 3,020,186 | | Craig Miller | — | — | — | — | — |

  100. Non-Qualified Deferred Compensation

    | (1) The amount reported in this column represents the value of the shares underlying the deferred restricted stock units that vested during fiscal year 2023, calculated based on the market price on the applicable vesting date. The grant date fair value attributable to these restricted stock units was previously reported in the Summary Compensation Table for the fiscal year in which they were granted. |

  101. Non-Qualified Deferred Compensation

    | (2) Represents the change in market value of the shares of our common stock underlying the deferred restricted stock units held by the Named Executive Officer as of the last day of fiscal year 2023, calculated as the difference between (a) the closing price of our common stock on the applicable vesting date (for restricted stock units vesting during fiscal year 2023) or the first day of fiscal year 2023 (for restricted stock units that vested during prior fiscal years) and (b) the closing price on March 31, 2023, the last day of fiscal year 2023. No additional earnings (either in the form of accrued dividends or dividend equivalents) are paid on deferred restricted stock units. |

  102. Non-Qualified Deferred Compensation

    | (3) The amount represents the value of shares of our common stock underlying the deferred restricted stock units based on the closing price on March 31, 2023 ($33.84 per share), the last trading day of fiscal year 2023. |

  103. Non-Qualified Deferred Compensation

    | (4) Mr. Miller’s deferred restricted stock units will be distributed to him upon his separation from the Company. Mr. Harkenrider’s deferred restricted stock units will be distributed to him on fixed distribution dates elected by him at the time of grant or, if earlier, upon a change in control of Viasat or his death. |

  104. Non-Qualified Deferred Compensation

    EXECUTIVE COMPENSATION • Potential Payments Upon Termination

  105. Potential Payments Upon Termination

    Potential Payments Upon Termination Viasat provides for certain severance payments and benefits if a Named Executive Officer’s employment is involuntarily or constructively terminated within two months prior to or within 18 months following a change in control of the company. We believe that reasonable severance payments and benefits provide for a stable work environment by reinforcing and encouraging the continued attention and dedication of our Named Executive Officers to their duties of employment without personal distraction or conflict of interest in circumstances which could arise from the occurrence of a change in control. We have entered into change in control severance agreements, or Change in Control Agreements, with each of the Named Executive Officers. Under each Change in Control Agreement, in the event an executive officer’s employment is terminated by Viasat without “cause” or the executive officer resigns for “good reason,” in either case, within two months prior to or within 18 months following a “change in control” of the company (as each term is defined in the Change in Control Agreement), the executive officer will be entitled to receive the following in lieu of any severance payments and benefits to which such executive officer may otherwise be entitled under any severance plan or program:

  106. Potential Payments Upon Termination

    | • | the executive officer’s fully earned but unpaid base salary, when due, through the date of termination, plus all other benefits to which the executive officer may be entitled for such period, |

  107. Potential Payments Upon Termination

    | • | a lump sum cash payment based on a multiplier of the sum of the executive officer’s then current annual base salary and target annual bonus (the multiplier used is 3.0 for our Chief Executive Officer and President, and 2.0 for the remaining Named Executive Officers), |

  108. Potential Payments Upon Termination

    | • | continuation of health and other benefits for a period of 18 months following the date of termination, and |

  109. Potential Payments Upon Termination

    | • | full vesting of any outstanding equity awards. |

  110. Potential Payments Upon Termination

    As a condition to the executive officer’s receipt of any of the post-termination payments and benefits described above, the Named Executive Officer must (1) execute a written general release of all claims in favor of the company, and (2) execute an employee proprietary information and inventions agreement. The severance payments and benefits payable under the Change in Control Agreements will be reduced by any severance payments and benefits payable by us to the Named Executive Officer under any other policy, plan, program, agreement or arrangement. The Change in Control Agreements continue for successive one-year terms unless Viasat or the Named Executive Officer provides notice of non-renewal. For a discussion of the effect of a termination of employment and/or a change in control on the performance-based stock options granted to our Named Executive Officers during fiscal year 2023, see the discussion above in “Compensation Discussion and Analysis — Components of our Compensation Program — Equity-Based Compensation.” A Named Executive Officer’s time-based restricted stock units and time-based stock options will also vest upon his or her death or termination of employment due to disability. The following table sets forth the intrinsic values that the Named Executive Officers would derive in the event of a hypothetical termination of employment by Viasat without cause or as a result of the Named Executive Officer’s resignation for good reason within two months prior to or within 18 months following a change in control of the company (or, with respect to equity awards held by our Named Executive Officers, in the event of their death or termination due to disability). The table assumes that the termination of employment hypothetically occurred on March 31, 2023, the last day of fiscal year 2023, and that the Change in Control Agreements were in effect as of such date.

  111. Potential Payments Upon Termination

    | Name | Accrued Vacation ($) (1) | Severance Payment ($) | COBRA Payments ($) (2) | Intrinsic Value of Accelerated Stock Options ($) (3) | Intrinsic Value of Accelerated Restricted Stock Units ($) (4) | Total ($) | | Mark Dankberg | 252,000 | 9,828,000 | 32,290 | — | 4,006,115 | 14,118,405 | | Richard Baldridge | 196,875 | 6,552,000 | 32,290 | — | 3,928,824 | 10,709,989 | | Shawn Duffy | 88,394 | 2,394,000 | 47,260 | — | 1,011,105 | 3,540,759 | | Kevin Harkenrider | 108,173 | 2,850,000 | 32,290 | — | 935,913 | 3,926,376 | | Mark Miller | 52,930 | 2,400,000 | 29,305 | — | 943,967 | 3,426,202 | | Craig Miller | 91,671 | 2,250,000 | 32,290 | — | 539,918 | 2,913,879 |

  112. Potential Payments Upon Termination

    | (1) Represents accrual for vacation that had not been taken as of March 31, 2023. |

  113. Potential Payments Upon Termination

    | (2) Amounts shown equal an aggregate of 18 months of COBRA payments for the Named Executive Officer. |

  114. Potential Payments Upon Termination

    EXECUTIVE COMPENSATION • Potential Payments Upon Termination

  115. Potential Payments Upon Termination

    | (3) The intrinsic value of accelerated stock options is based on the difference between the closing price of our common stock on March 31, 2023 ($33.84 per share) and the option exercise price, multiplied by the number of shares for which the option was accelerated. A Named Executive Officer will also vest in all his or her time-based stock options in the event of his or her death or termination of employment due to disability. In addition, in the event of a Named Executive Officer’s death or termination of employment due to disability prior to the completion of the applicable performance period for any outstanding performance-based stock options, he or she will remain eligible to vest in a pro-rated portion of those performance-based stock options that ultimately vest based on the portion of the performance period that has elapsed prior to the date of termination. Given that, as of March 31, 2023, the closing price of our common stock was lower than the option exercise price of all outstanding stock options held by our Named Executive Officers, the intrinsic value of any accelerated options as of that date is zero as reflected in the table above. |

  116. Potential Payments Upon Termination

    | (4) The intrinsic value of accelerated restricted stock unit awards is computed by multiplying the closing price of our common stock on March 31, 2023 ($33.84 per share) by the number of shares that were accelerated. In addition, upon a Named Executive Officer’s death or termination due to disability, all of his or her restricted stock units will fully vest (and the value of the restricted stock units that would vest if such a termination occurred on March 31, 2023 is the same as the value disclosed in the table above). |

  117. CEO Pay Ratio

    CEO Pay Ratio In accordance with SEC rules, we are providing the ratio of the annual total compensation received during fiscal year 2023 by our CEO to the median of the annual total compensation received by all our employees (other than our CEOs). Our median employee earned $140,616 in total compensation during the fiscal year ended March 31, 2023. As a result of our CEO transition during the fiscal year, our CEO annual total compensation was calculated by pro-rating each of Mr. Dankberg and Mr. Baldridge’s annual total compensation received during fiscal year 2023 based on the time Mr. Dankberg and Mr. Baldridge each served as CEO during fiscal year 2023, and then adding those figures together. Based upon this approach, our CEO annual total compensation was $6,462,809 for fiscal year 2023, and our ratio of CEO pay to the median pay of the annual total compensation of all our employees (other than our CEOs) for fiscal year 2023 was approximately 46 to 1. To identify our median employee in fiscal year 2023, we identified our total employee population (including all full-time, part-time, temporary and seasonal workers) as of March 31, 2023, and, in accordance with SEC rules, excluded employees from certain non-U.S. countries that in the aggregate represented less than 5% of our employee base. As of March 31, 2023, we had approximately 6,500 global employees, which consisted of approximately 5,200 U.S. employees and 1,300 non-U.S. employees. To determine our median employee, we excluded a total of 213 employees from the following countries (and all of our employees in each of the following countries were excluded from the calculation): Mexico (41 employees), Netherlands (41 employees), Singapore (25 employees), United Arab Emirates (15 employees), Qatar (17 employees), Saudi Arabia (11 employees), Norway (6 employees), Italy (11 employees), Israel (7 employees), Canada (8 employees), Spain (4 employees), Angola (5 employees), Malaysia (4 employees), Germany (5 employees), Oman (3 employees), China (4 employees), France (2 employees), Sweden (2 employees), Kazakhstan (1 employee) and South Africa (1 employee). We then used base salary received during fiscal year 2023 for our employee population included in the calculation (other than Mr. Dankberg and Mr. Baldridge) (which consisted of approximately 6,300 global employees, including approximately 5,200 U.S. employees and 1,100 non-U.S. employees, after excluding the non-U.S. employees described above) to determine our median employee, and, once identified, we calculated such employee’s annual total compensation in the same manner used to calculate Mr. Dankberg and Mr. Baldridge’s total compensation in the Summary Compensation Table for fiscal year 2023. For all compensation paid in currencies other than the U.S. Dollar, all values were converted to the U.S. Dollar using foreign currency exchange rates on March 31, 2023.

  118. Pay Versus Performance

    Pay Versus Performance

  119. Pay Versus Performance Table

    Pay Versus Performance Table The following table sets forth information concerning the compensation of our principal executive officer(s) (“PEO(s)”) and Named Executive Officers (“NEOs”), with certain adjustments to reflect “compensation actually paid” to such individuals, as defined under SEC rules, for each of the fiscal years ended March 31, 2023, 2022 and 2021, our cumulative total shareholder return (“TSR”), the cumulative TSR of our peer group, net income (loss) and Adjusted EBITDA for each such fiscal year in accordance with SEC rules:

  120. Pay Versus Performance Table

    | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | (k) | | | | | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | Fiscal Year | Summary Compensation Table Total for First PEO (Mr. Baldridge) ($) | Compensation Actually Paid to First PEO (Mr. Baldridge) ($) (1)(2) | Summary Compensation Table Total for Second PEO (Mr. Dankberg) ($) | Compensation Actually Paid to Second PEO (Mr. Dankberg) ($) (1)(2) | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) (1)(2) | Total Shareholder Return ($) | Peer Group Total Shareholder Return ($) (3) | Net Income (Loss) ($) (in thousands) (4) | Adjusted EBITDA ($) (in thousands) (5)(6) | | 2023 | 4,854,625 | (4,154,098) | 6,996,915 | (2,285,665) | 2,211,338 | 312,927 | 94.21 | 115.70 | 1,084,806 | 583,170 | | 2022 | 12,236,750 | 9,561,302 | N/A | N/A | 5,514,686 | 4,238,353 | 135.86 | 131.72 | (15,534) | 611,218 | | 2021 | 9,227,089 | 13,768,258 | 9,359,823 | 14,176,753 | 3,176,279 | 4,478,427 | 133.83 | 141.13 | 3,691 | 530,688 |

  121. Pay Versus Performance Table

    | (1) Amounts represent compensation actually paid to our PEO(s) and the average compensation actually paid to our remaining NEOs for the relevant fiscal year, as determined under SEC rules (and described below), which includes the individuals indicated in the table below for each fiscal year: |

  122. Pay Versus Performance Table

    | Fiscal Year | First PEO | Second PEO | Non-PEO NEOs | | 2023 | Richard Baldridge | Mark Dankberg | Shawn Duffy, Kevin Harkenrider, Craig Miller and Mark Miller | | 2022 | Richard Baldridge | N/A | Mark Dankberg, Shawn Duffy, Kevin Harkenrider and Mark Miller | | 2021 | Richard Baldridge | Mark Dankberg | Shawn Duffy, James Dodd, Ken Peterman and Mark Miller |

  123. Pay Versus Performance Table

    | (2) Compensation actually paid to our NEOs represents the “Total” compensation reported in the Summary Compensation Table for the applicable fiscal year, as adjusted as follows: |

  124. Pay Versus Performance Table

    | | 2023 | | | 2022 | | | 2021 | | | | Adjustments(a) | First PEO (Mr. Baldridge) | Second PEO (Mr. Dankberg) | Average Non-PEO NEOs | First PEO (Mr. Baldridge) | Second PEO (Mr. Dankberg) | Average Non-PEO NEOs | First PEO (Mr. Baldridge) | Second PEO (Mr. Dankberg) | Average Non-PEO NEOs | | Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable FY | (1,754,200) | (3,575,736) | (908,425) | (9,111,500) | N/A | (3,785,879) | (6,216,743) | (6,216,743) | (2,126,672) | | Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, determined as of Applicable FY End | 1,771,700 | 3,611,408 | 917,488 | 8,250,003 | N/A | 3,427,901 | 9,848,524 | 9,848,524 | 3,190,256 | | Increase/(deduction) for Awards Granted during Prior FY s that were Outstanding and Unvested as of Applicable FY End, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY End | (5,095,338) | (5,177,747) | (1,072,507) | 123,374 | N/A | 17,540 | 1,283,201 | 1,691,196 | 337,409 | | Increase/(deduction) for Awards Granted during Prior FY s that Vested During Applicable FY, determined based on change in ASC 718 Fair Value from Prior FY End to Vesting Date | (3,930,885) | (4,140,505) | (834,967) | (1,937,325) | N/A | (935,895) | (373,813) | (506,047) | (98,845) | | TOTAL ADJUSTMENTS | (9,008,723) | (9,282,580) | (1,898,411) | (2,675,448) | N/A | (1,276,333) | 4,541,169 | 4,816,930 | 1,302,148 |

  125. Pay Versus Performance Table

    | (a) Fair value or change in fair value, as applicable, of equity awards in the Compensation Actually Paid columns was determined by reference to (1) for RSU awards, the closing price of a share of our common stock on the vesting date or applicable fiscal year end |

  126. Pay Versus Performance Table

    Pay Versus Performance

  127. Pay Versus Performance Table

    | date, and (2) for performance-based stock options, using a Monte Carlo simulation as of the applicable vesting date or applicable fiscal year end date which considered the likelihood of achieving the vesting conditions with respect to any relative TSR market condition. |

  128. Pay Versus Performance Table

    | (3) For the relevant fiscal year, represents the cumulative TSR (the “Peer Group TSR”) of the NASDAQ Telecommunications Index (the “Peer Group”). |

  129. Pay Versus Performance Table

    | (4) Represents net income (loss) attributable to Viasat, Inc. Net income (loss) attributable to Viasat, Inc. for fiscal years 2023, 2022, and 2021 includes the Link-16 TDL Business, which was sold to L3 Harris on January 3, 2023. Net income (loss) from continuing operations attributable to Viasat, Inc., which would have excluded this business, would have been ($217.6) million, ($114.7) million, and ($79.9) million for 2023, 2022, and 2021, respectively. |

  130. Pay Versus Performance Table

    | (5) Adjusted EBITDA is a non-GAAP measure. We define Adjusted EBITDA as net income (loss) attributable to Viasat, Inc. before interest, income taxes, depreciation and amortization, adjusted to exclude certain significant items. We use Adjusted EBITDA to evaluate our operating performance, to allocate resources and capital, to measure performance for incentive compensation programs and to evaluate future growth opportunities. An itemized reconciliation between net income (loss) attributable to Viasat, Inc. and Adjusted EBITDA for fiscal years 2023, 2022, and 2021 is set forth below. |

  131. Pay Versus Performance Table

    | | Fiscal Year Ended March 31, 2023 | Fiscal Year Ended March 31, 2022 | Fiscal Year Ended March 31, 2021 | | (In thousands) | | | | | GAAP net income (loss) attributable to Viasat, Inc. | $1,084,806 | $(15,534) | $3,691 | | Provision for (benefit from) income taxes | 474,574 | (14,237) | 9,441 | | Interest expense (income), net | 7,297 | 28,887 | 32,247 | | Depreciation and amortization | 500,377 | 495,447 | 397,102 | | Stock-based compensation expense | 84,459 | 86,808 | 84,879 | | Acquisition and transaction related expenses (1) | 93,548 | 33,965 | 3,328 | | Gain on the Link-16 TDL Sale | (1,661,891) | — | — | | Other income, net | — | (4,118) | — | | Adjusted EBITDA (2) | $583,170 | $611,218 | $530,688 |

  132. Pay Versus Performance Table

    | (1) Costs typically consist of acquisition, integration, and disposition related costs. |

  133. Pay Versus Performance Table

    | (2) Amount includes both continuing and discontinued operations , excluding the fourth quarter of fiscal year 2023 gain on the Link-16 TDL Sale. |

  134. Pay Versus Performance Table

    | (6) Adjusted EBITDA for fiscal years 2023, 2022, and 2021 includes the Link-16 TDL Business, which was sold to L3 Harris on January 3, 2023. Adjusted EBITDA from continuing operations, which would have excluded this business, would have been $501.1 million, $475.8 million, and $413.8 million for 2023, 2022, and 2021, respectively. |

  135. Pay Versus Performance Table

    Pay Versus Performance

  136. Pay Versus Performance Tabular List

    Pay Versus Performance Tabular List We believe the following performance measures represent the most important financial performance measures used by us to link compensation actually paid to our NEOs for the fiscal year ended March 31, 2023:

  137. Pay Versus Performance Tabular List

    | • | Revenue |

  138. Pay Versus Performance Tabular List

    | • | Adjusted EBITDA |

  139. Pay Versus Performance Tabular List

    | • | TSR Relative to the S&P MidCap 400 Index |

  140. Pay Versus Performance Tabular List

    | • | Non-GAAP Diluted Net Income (Loss) Per Share |

  141. Pay Versus Performance Tabular List

    | • | New Contract Awards |

  142. Pay Versus Performance Tabular List

    | • | Net Operating Asset Turnover |

  143. Pay Versus Performance Tabular List

    Director Compensation

  144. Director Compensation

    Director Compensation The following table sets forth the compensation earned during the fiscal year ended March 31, 2023 by each of our non-employee directors:

  145. Director Compensation

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Non-Qualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | | James Bridenstine | 80,000 | 59,088 | 82,451 | — | — | — | 221,539 | | Robert Johnson | 97,500 | 59,088 | 82,451 | — | — | — | 239,039 | | Sean Pak | 115,000 | 59,088 | 82,451 | — | — | — | 256,539 | | Varsha Rao | 102,500 | 59,088 | 82,451 | — | — | — | 244,039 | | John Stenbit | 107,500 | 59,088 | 82,451 | — | — | — | 249,039 | | Theresa Wise | 100,000 | 59,088 | 82,451 | — | — | — | 241,539 |

  146. Director Compensation

    | (1) This column represents the aggregate grant date fair value, calculated in accordance with SEC rules, of restricted stock unit awards granted in fiscal year 2023. These amounts generally reflect the amount that we expect to expense in our financial statements over the award’s vesting schedule, and do not correspond to the actual value that will be realized by the non-employee directors. For additional information on the valuation assumptions used in the calculation of these amounts, refer to note 9 to the financial statements included in our annual report on Form 10-K for the fiscal year ended March 31, 2023, as filed with the SEC. The aggregate number of shares of our common stock subject to restricted stock unit awards outstanding at the end of fiscal year 2023 for each non-employee director was as follows: Mr. Bridenstine (2,600); Mr. Johnson (1,600); Mr. Pak (1,600); Ms. Rao (1,600); Mr. Stenbit (1,600); and Dr. Wise (1,600). |

  147. Director Compensation

    | (2) This column represents the aggregate grant date fair value, calculated in accordance with SEC rules, of stock options granted in fiscal year 2023, excluding the effect of estimated forfeitures. These amounts generally reflect the amount that we expect to expense in our financial statements over the award’s vesting schedule, and do not correspond to the actual value that will be realized by the non-employee directors. For additional information on the valuation assumptions used in the calculation of these amounts, refer to note 9 to the financial statements included in our annual report on Form 10-K for the fiscal year ended March 31, 2023, as filed with the SEC. The aggregate number of shares of our common stock subject to stock options outstanding at the end of fiscal year 2023 for each director was as follows: Mr. Bridenstine (19,000); Mr. Johnson (30,000); Mr. Pak (34,000); Ms. Rao (39,000); Mr. Stenbit (30,000); and Dr. Wise (24,000). |

  148. Director Compensation

    Directors who are employees of the company, such as Mr. Dankberg and Mr. Baldridge, do not receive any additional compensation for their services as directors. Andrew Sukawaty and Rajeev Suri were appointed as directors on May 30, 2023 and therefore did not receive any compensation for their services as directors during fiscal year 2023. At the time of their appointment to the Board, they received initial awards as described below.

  149. Directors

    Directors All non-employee directors are entitled to receive an annual cash retainer for their service in the amount of $70,000 as a member of the Board, $25,000 for the Lead Independent Director, $20,000 for the chair of the Audit Committee, $15,000 for the chair of the Compensation and Human Resources Committee, $10,000 for the chair of the Nomination, Evaluation and Corporate Governance Committee, $5,000 for the chair of the other Board committees, $15,000 as a non-chair member of the Audit Committee, $10,000 as a non-chair member of the Compensation and Human Resources Committee, $5,000 as a non-chair member of the Nomination, Evaluation and Corporate Governance Committee, and $2,500 as a non-chair member of the other Board committees. At the time of initial election to the Board, each non-employee director is granted a restricted stock unit award that may be settled for 3,000 shares of our common stock and an option to purchase 9,000 shares of our common stock, and at each subsequent annual meeting of stockholders, each non-employee director is entitled to receive an annual equity grant in the form of a restricted stock unit award that may be settled for 1,600 shares of our common stock and an option to purchase 5,000 shares of our common stock. Initial awards vest in three equal installments on each of the first three anniversaries of the date of grant. Annual awards vest on the first anniversary of the date of grant. Under the Restated Equity Plan, awards to our directors are subject to accelerated vesting in the event of a change in control or the director’s death or disability. Members of the Board are reimbursed for expenses incurred in attending Board and committee meetings, and in connection with Board related activities. Director Compensation

  150. Directors

    Directors To enhance our overall corporate governance practices and director compensation program, our Board has adopted stock ownership guidelines for our non-employee directors. These guidelines are designed to align our non-employee directors’ interests with our stockholders’ long-term interests by promoting long-term ownership of Viasat common stock. These guidelines provide that, within five years of his or her first date of election to our Board, our directors should attain an investment position in Viasat common stock having a value not less than three times the value of their annual retainer for general Board service. As of the end of fiscal year 2023, all directors were in compliance with the applicable stock ownership guidelines. EXECUTIVE COMPENSATION • Compensation Committee Interlocks and Insider Participation